Company Update

Aquila European Renewables PLC

10 May 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

10 May 2024

Aquila European Renewables plc

Company Update

Aquila European Renewables plc ("AERI" or the "Company") announced on 22 December 2023, that it was considering broader options for the future of the Company, including the possible combination with another listed investment company by way of a section 110 scheme of reconstruction under the Insolvency Act 1986 (the "Section 110 Review"). The Board of AERI (the "Board") announced on 26 February 2024, that following the receipt and review of a number of indications of interest in a section 110 combination, a process of mutual due diligence with multiple interested parties had commenced.

Through the Section 110 Review, the Board received indicative non-binding section 110 offers from Octopus Renewables Infrastructure Trust plc and two other investment companies. Each indicative offer proposed the issue of newly issued shares of the listed investment company offeror as consideration and one indicative offer included a cash exit facility of up to 10% of the total consideration. On the basis of a NAV for NAV exchange, each of the three indicative offers represented an implied look through value ranging from a small premium to a discount to the current AERI share price.

Following the FY23 annual results, feedback on the Section 110 Review has been received from shareholders representing a majority of the total voting rights of the Company. Shareholders representing more than 25% of the total voting rights of the Company, sufficient to block a potential shareholder vote on a section 110 combination, indicated that they are not supportive of a section 110 combination of AERI with another listed investment company.

Alongside the shareholder feedback, the Board has taken into account the discount to NAV that the listed investment company renewables sector is currently trading on and believes that at this time, a section 110 combination with another listed investment company is not value enhancing when weighed against the other potential options open to the Company. The Board is also mindful of the additional financial costs that it would incur in running the Section 110 Review to its conclusion. The Board has therefore decided to terminate the Section 110 Review.

In light of market conditions and shareholder feedback, the Board and its advisers continue to progress the review of broader options including:

·      a wind-down of the Company with an orderly realisation of its assets over a period of time;

·      a potential sale of some or all of the assets of the Company for cash; and

·      the potential continuation of the Company in its present form in accordance with its current investment policy delivered by Aquila Capital Investmentgesellschaft, the Company's investment adviser.

The Board expects to provide a further update before the end of Q2 2024. Notwithstanding the outcome of the ongoing review of broader options, the Board notes its commitment to hold a vote on the Company's continuation at a shareholder meeting expected to be held in September 2024.

Enquiries:

Deutsche Numis (Financial Adviser and Broker)

David Benda                                                                                                                            [phone]

Stuart Ord

George Shiel                                                                                               

Inside Information

The information contained within this announcement is deemed by Aquila European Renewables plc to constitute inside information as stipulated under the Market Abuse Regulations (EU) No.596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.

The person responsible for making this announcement is Jennifer Thompson of Apex Listed Companies Services (UK) Limited, the Company Secretary.

Further information

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for AERI and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than AERI for providing the protections afforded to clients of Deutsche Numis, nor for providing advice in relation to any matter referred to herein. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this announcement, any statement contained herein or otherwise.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law or any such jurisdiction.

LEI: 213800UKH1TZIC9ZRP41

 

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